EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”) is entered into this 1st day of May, 2009,
between and among Hu Ye (“Employee”), a Canadian citizen (with a Canadian
passport currently under the Passport Number of XX000000) resident in China, and
Henan Smart Food Company Limited or its affiliated entities (“Smart Food” or the
“Company”), a company incorporated in China.
WHEREAS,
Employee wishes to work for Smart Food as, and Smart Food wishes to employ
Employee in the capacity of the Chief Financial Officer,
NOW,
THEREFORE, the parties to this Agreement agree as follows:
1. Employment
and Position. Employee shall be employed in the capacity of the Chief
Financial Officer within the term of this agreement.
2. Term
of Employment. Employee’s employment by the Company shall commence as
of 1st of May,
2009 and this agreement initially has a term of 3 months from signing,
and will automatically renew for a period of 12 months upon the closing of the
merger between the Company and China Discovery Acquisition Corp. (the
“Closing”), which is expected to be in July of 2009.
3. Cash
Compensation. Employee shall receive cash compensation equivalent to
Chinese RMB 83,333 Yuan per month, payable through the Company’s account into
Employee’s personal account as designated by Employee.
4. Equity
Compensation. The Employee shall receive options to purchase 120,000
shares of Employer’s common stock (the “Options”) under the Company (or its
succeeding entity) Stock Option Plan to be established in observance of the
stock-related compensation practice accepted by the stock market in the United
Sates of America, provided that upon the Closing this agreement is extended to
12 months. The exercise price of the Options shall not be more
than the fair market value of the Employer’s common stock at the date of the
grant. The Options shall vest on a yearly basis over a period of 3
years.
5. Reporting
and Responsibility. The Employee shall report directly to Smart
Food’s Chief Executive Officer in the capacity of this
position. Employee shall have those responsibilities normally
discharged by persons in his position, including the general supervision and
oversight of investor relations as well as other financial management
responsibilities as otherwise agreed between the Employer and the
Employee.
6. Location. Employee
shall be based in China, but he shall travel to the United States and other
places as he may be directed by the Company’s chief executive officer or as may
be necessary for him to fulfill his responsibilities under this
Agreement.
7. Reimbursement
of Expenses. The Employee shall be entitled to reimbursement of
reasonable expenses incurred by him in connection with the performance of his
duties under this agreement, including, but not limited to, expenses connected
with his travel on behalf of the Company.
8. Welfare
Benefits. The Employee shall be entitled to receive the welfare
benefits that are generally provided to the senior executives of the Company,
including but not limited to life and health insurance.
9. Termination. a)
Other than for Cause. Either party may terminate this Agreement other
than for Cause (as that term is defined below) by giving notice of the intention
to do so not less than thirty (30) days. Upon termination, Employee
shall remain entitled to reimbursement of any expenses incurred by him on behalf
of the Company up to the date of termination.
b) For
Cause by the Company. The Company may terminate this Agreement for
Cause without prior notice, and such termination shall have immediate effect
upon delivery of the notice of termination, if any of the following
occurs: (i) the failure or refusal of the Employee to perform any
material aspect of his duties, provided that the Company shall first have
notified the Employee in writing of such failure and the Employee has not
remedied the same within 15 days; (ii) the Employee is determined, in good
faith, on the basis of a preponderance of the evidence and after have been given
an opportunity to be heard, of an act of dishonest involving the Company funds
or property; (iii) the Employee commits any act that causes harm to the
Company’s standing or reputation; (iv) the death or permanent disability of the
Employee, in which case the termination shall be immediate without the
requirement of notice. In the event that the Company terminates this
Agreement for Cause, the Employee shall be entitled only to any salary that is
accrued but unpaid as of the effective date of the termination, plus the
reimbursement of any expenses incurred by the Employee on behalf of the Company
but which have not yet been reimbursed. In addition, the Employee
shall retain any Options that have vested, subject to the requirements regarding
exercise of the Option by terminated employees set forth in the option plan or
in the option grant to Employee.
c) For
Cause by Employee. The Employee shall have the right to terminate
this Agreement for Cause in the event that the Company breaches any material
term of this Agreement, the Employee notifies the Company of the breach in
writing and the breach remains uncured for fifteen (15) days following such
notice. In the event that the Employee terminates this Agreement for
Cause, he shall be entitled to the following:
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Payment
of all salary due but unpaid through the completion of the term of this
agreement;
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Reimbursement
of all expenses incurred on behalf of the
Company;
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9. Notices. Any
notice given under this agreement by one party to the other shall be delivered
via courier to the address below or to such other address as the party may
specify in writing, delivered in accordance with this section, during the term
of this Agreement:
If to
Employer:
,
Henan,
China
Attn: Xx.
Xxxx Youli
If to
Employee:
Xx. Xx
Ye
00-0-000,
Xxxxx Xxxx Xxxx
Xxxx 0, 0
Xxxxx Xxxx of 0xx Xxxx
Xxxx
Xxxxxxxx,
Xxxxxxx, 000000
China
10. The
Employer and the Employee agree therein that, in case the Employer is succeeded
by another entity or the Employee’s position and responsibilities materially
changes, the terms of this agreement is subject to further negotiation and
revision.
11.
Governing Law. This Agreement shall be construed in accordance with
the laws of the People’s Republic of China without regard to its conflict of
laws principals.
Authorized
signatures:
Xxxx
Xxxxx
For and
on behalf of
Henan
Smart Food Company Limited
Hu
Ye
